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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Omni Multimedia Group, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
68211K107
----------------------------------------------------------
(CUSIP Number)
Charles H. Winkler
Citadel Limited Partnership
225 West Washington Street
Suite 900
Chicago, IL 60606
(312) 696-2102
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 23, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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SCHEDULE 13D
- ---------------------------
|CUSIP No. 68211K107 |
- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership
FEIN No.: 36-3754834
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES Reporting person has voting and dispositive power over
BENEFICIALLY (i) shares of Series A Preferred Stock, par value $.01
OWNED BY EACH per share which are convertible into 355,804 shares of
REPORTING Common Stock, par value $.01 per share, as of the date
PERSON WITH for the filing of this statement and (ii) 1,156 shares
of Common Stock.
- --------------------------------------------------------------------------------
8 SHARED VOTING POWER
-0-
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
See item 7 above.
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See item 7 above.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.10% as of the date for the filing of this statement. (Based on
4,672,447 shares of Common Stock issued and outstanding as of October
2, 1996, plus the Common Stock referred to in item 7 above.)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 5 Pages
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This is the second amendment to the Schedule 13D previously filed by
the reporting person with respect to the securities of the issuer set forth on
the cover page hereto (such initial filing, together with any prior amendments
thereto, the "Prior Filing"). This amendment is being filed in order to amend
and restate Item 5 of the Prior Filing in its entirety in connection with sales
of the issuer's common stock by affiliates of the reporting person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) By reason of its serving as managing general partner of Nelson
and trading manager of Olympus, Citadel may be deemed to be the
indirect beneficial owner of the Convertible Securities, the
shares of Common Stock into which the Convertible Securities are
convertible and shares of Common Stock held by Nelson and
Olympus. As of the date of the filing of this statement, Nelson
and Olympus collectively owned Convertible Securities for which
they originally paid $600,000 ("Stated Value") and 1,156 shares
of Common Stock.
As of any date ("Conversion Date") all or a portion of the
Convertible Securities may be converted into the number of shares
of Common Stock determined by dividing the Stated Value of such
securities (plus an amount equal to 8% interest on the Stated
Value of such securities from the Closing Date) by a conversion
price ("Conversion Price"). The Conversion Price is equal to the
lesser of (i) $9.65 and (ii) 85% of the average closing bid price
(as reported on the American Stock Exchange or such other market
or exchange as the Common Stock is then traded) of the Issuer's
Common Stock for the five trading days immediately preceding the
Conversion Date.
If the Company's Common Stock is trading at a price less than
$11.35, the Conversion Price will fluctuate depending upon the
closing bid price of the Issuer's Common Stock. As a consequence,
the number of shares of Common Stock into which the Convertible
Securities may be converted, and consequently the number of
shares of such securities which Citadel may be deemed to
beneficially own, may fluctuate on a daily basis based solely on
the Common Stock's market price and without any action taken by
Citadel, Nelson or Olympus.
As of the date of the filing of this statement, by virtue of its
status as the managing general partner of Nelson and the trading
manager for Olympus, Citadel may be deemed to be the beneficial
owner of 356,960 shares of Common Stock representing 7.1% of the
Issuer's Common Stock (based on (i) 4,672,447 shares of Common
Stock issued and outstanding as reported to Citadel by the Issuer
as of October 2, 1996 and (ii) a Conversion Price equal to
$1.7425).
(b) Citadel has the sole power to vote and the sole power to dispose
of the Convertible Securities, the shares of Common Stock into
which the Convertible Securities are convertible and shares of
Common Stock on behalf of Nelson and Olympus.
(a) The following transactions with respect to the Issuer's common
stock have been effected during the 61-day period ending October
23, 1996:
<TABLE>
<CAPTION>
Transaction Date Transacting Party Transaction Quantity Price
- ---------------- ----------------- ----------- -------- -----
<S> <C> <C> <C> <C>
October 23, 1996 Nelson Sell 2,200 $2.06
October 23, 1996 Olympus Sell 2,200 $2.06
October 23, 1996 Nelson Sell 11,500 $2.07
October 23, 1996 Olympus Sell 11,500 $2.07
October 22, 1996 Nelson Sell 6,200 $2.15
October 22, 1996 Olympus Sell 6,200 $2.15
October 21, 1996 Nelson Sell 2,800 $2.37
October 21, 1996 Olympus Sell 2,800 $2.37
October 21, 1996 Nelson Sell 7,950 $2.28
October 21, 1996 Olympus Sell 7,950 $2.28
October 18, 1996 Nelson Sell 7,700 $2.33
October 18, 1996 Olympus Sell 7,700 $2.33
October 15, 1996 Nelson Sell 12,700 $2.46
October 15, 1996 Olympus Sell 12,700 $2.46
October 14, 1996 Nelson Sell 4,000 $2.56
</TABLE>
Page 3 of 5 Pages
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
October 14, 1996 Olympus Sell 4,000 $2.56
October 11, 1996 Nelson Sell 7,500 $2.27
October 11, 1996 Olympus Sell 7,500 $2.27
October 10, 1996 Nelson Sell 14,800 $2.27
October 10, 1996 Olympus Sell 14,800 $2.27
October 8, 1996 Nelson Sell 15,750 $2.25
October 8, 1996 Olympus Sell 15,750 $2.25
October 7, 1996 Nelson Sell 13,500 $2.28
October 7, 1996 Olympus Sell 13,500 $2.28
</TABLE>
(d) Nelson and Olympus, as the direct beneficial and legal owners of the
Convertible Securities, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of the Convertible Securities, the Common Stock into which the
Convertible Securities are convertible and the shares of Common Stock
held by them. However, Citadel, as managing general partner of Nelson
and trading manager for Olympus, ultimately has the right to direct
such activities.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 31, 1996 Citadel Limited Partnership
By: GLB Partners, L.P.,
its general partner
By: Citadel Investment Group, L.L.C.,
its general partner
By: /s/ Kenneth C. Griffin,
-----------------------
its manager
Page 5 of 5 Pages
